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Transcript of The Procter & Gamble Company - MMA金融交易網 ... ?· The Procter & Gamble Company ......

  • Prospectus

    The Procter & Gamble Company 1,000,000,000 4.875% Notes due 2011 Issue price: 99.940% 1,100,000,000 5.125% Notes due 2017 Issue price: 99.229% The 4.875% Notes due 2011 (the 2011 Notes) and the 5.125% Notes due 2017 (the 2017 Notes and, together with the 2011 Notes, the Notes) will each bear interest from, and including, 24 October 2007 at the rate of 4.875 per cent. per annum and 5.125 per cent. per annum, respectively, payable annually in arrear on 24 October of each year, commencing 24 October 2008 (subject to any applicable laws and regulations). The 2011 Notes will mature on 24 October 2011 at par, and the 2017 Notes will mature on 24 October 2017 at par. The Notes will not be redeemable prior to maturity unless certain events occur involving United States taxation.

    The Notes will be general, direct, unsecured and unsubordinated obligations of The Procter & Gamble Company (the Company), ranking equally among themselves and equally with all other present and future unsecured and unsubordinated indebtedness of the Company.

    This document constitutes a prospectus under the Prospectus Directive. Prospectus Directive means Directive 2003/71/EC of the European Parliament and of the Council of November 4, 2003 on the prospectus to be published when securities are offered to the public or admitted to trading. Application has been made to the Irish Financial Services Regulatory Authority (the IFSRA), as competent authority under the Prospectus Directive, for the Prospectus to be approved. Such approval relates to the Notes which are to be admitted to trading on the regulated market of the Irish Stock Exchange or other regulated markets for the purposes of Directive 93/22/EEC or which are to be offered to the public in any Member State of the European Economic Area. Application has been made for the Notes to be admitted to the official list of the Irish Stock Exchange (the Irish Stock Exchange) and trading on its regulated market. The listing application is subject to approval by the Irish Stock Exchange. If such a listing is obtained, we have no obligation to maintain such listing and we may delist the Notes at any time.

    Investing in the Notes involves risks. See Risk Factors beginning on page 2.

    The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act). Subject to certain exceptions, the Notes may not be offered or sold within the United States or to U.S. persons. See Underwriting.

    The 2011 Notes and 2017 Notes will each be represented by one or more fully registered global Notes (without interest coupons or principal receipts) registered in the name of the nominee of the common depositary for Euroclear Bank S.A./N.V. (Euroclear), and the Clearstream Banking, socit anonyme (Clearstream) on a date on or about 24 October 2007 (the Closing Date). Interests in the Notes in global form will be issued in minimum denominations of 50,000 and integral multiples of 1,000 in excess thereof. Interests in the Notes in global form may be exchangeable for definitive Notes in the minimum denominations of 50,000 and integral multiples of 1,000 in excess thereof, only in certain limited circumstances. See Description of the Notes Delivery, Form and Denomination and Underwriting.

    Joint Bookrunners

    Deutsche Bank Goldman Sachs International JPMorgan Morgan Stanley

    Senior Co-Managers

    Citi HSBC Merrill Lynch & Co.

    Co-Managers ABN AMRO Banc of America Securities Limited Barclays Capital Mitsubishi UFJ Securities International plc The Royal Bank of Scotland UBS Investment Bank

    25 October 2007

  • 1

    TABLE OF CONTENTS

    Page

    Risk Factors......................................................................................................................................2 About This Prospectus .....................................................................................................................4 Irish Stock Exchange Information.....................................................................................................6 The Company ...................................................................................................................................7 Summary Consolidated Financial Information..................................................................................8 Consolidated Ratio of Earnings to Fixed Charges ...........................................................................9 Use of Proceeds .............................................................................................................................10 Capitalisation ..................................................................................................................................11 Directors .........................................................................................................................................12 Description of the Notes .................................................................................................................14 Taxation ..........................................................................................................................................26 Underwriting....................................................................................................................................32 Legal Matters ..................................................................................................................................35 Incorporation by Reference ............................................................................................................35 Summary of Certain Differences Between IFRS and U.S. GAAP..................................................36 Listing and General Information .....................................................................................................40

  • 2

    RISK FACTORS

    We discuss our expectations regarding future performance, events and outcomes, such as

    our business outlook and objectives in this document, as well as in our annual report and quarterly reports, press releases and other written and oral communications. All statements, except for historical and present factual information, are forward-looking statements within the meaning of the safe harbour provisions of the U.S. Private Security Litigation Reform Act, and are based on financial data and business plans available only as of the time the statements are made, which may become out of date or incomplete. We assume no obligation to update any forward-looking statements as a result of new information, future events, or other factors. Forward-looking statements are inherently uncertain, and investors must recognise that events could significantly differ from our expectations.

    The following discussion of risk factors identifies the most significant factors that may adversely affect our business, operations, financial position or future financial performance. This information should be read in conjunction with Managements Discussion and Analysis and the consolidated financial statements and related notes included in our annual report which is incorporated by reference into this document. The following discussion of risks is not all inclusive but is designed to highlight what we believe are important factors to consider when evaluating our expectations. These factors could cause our future results to differ from those in the forward-looking statements and from historical trends.

    A material change in consumer demand for our products could have a significant impact on our business.

    We are a consumer products company and rely on continued global demand for our brands and products. To achieve business goals, we must develop and sell products that appeal to consumers. This is dependent on a number of factors including our ability to develop effective sales, advertising and marketing programs in an increasingly fragmented media environment. We expect to achieve our financial targets, in part, by shifting our portfolio towards faster growing, higher margin businesses. If demand and growth rates fall substantially below expected levels or our market share declines significantly in these businesses, our results could be negatively impacted. This could occur due to unforeseen negative economic or political events or to changes in consumer trends and habits. In addition, our continued success is dependent on leading-edge innovation, with respect to both products and operations. This means we must be able to obtain patents that lead to the development of products that appeal to our consumers across the world.

    The ability to achieve our business objectives is dependent on how well we can respond to our local and global competitors.

    Across all of our categories, we compete against a wide variety of global and local competitors. As a result, there are ongoing competitive product and pricing pressures in the environments in which we operate, as well as challenges in maintaining profit margins. To address these challenges, we must be able to successfully respond to competitive factors, including pricing, promotional incentives and trade terms, as well as technological advances and patents granted to competition.

    Our ability to successfully integrate key acquisitions, primarily Gillette, could impact our business results.

    Since our goals include a growth component tied to acquisitions, we must be able to successfully manage and integrate key acquisitions, such as the acquisition of The Gillette Company. Specifically, we must be able to integrate acquisitions without any significant disruption to our ability to manage and execute business plans on our base businesses. In addition, our